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EXHIBIT 3.1
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF
"PLANET AMERICA, INC.", FILED IN THIS OFFICE ON THE FOURTH DAY OF FEBRUARY, A.D.
1997, AT 1:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
EXHIBIT 3.1
[SEAL] /s/ EDWARD J. FREEL
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EDWARD J. FREEL, Secretary of State
2532218 8100 AUTHENTICATION: 8316468
971037690 DATE: 02-05-97
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RESTATED CERTIFICATE OF INCORPORATION
OF
PLANET AMERICA, INC.
The original Certificate of Incorporation of Planet America, Inc.
was filed with the Secretary of State of the State of Delaware on August 9,
1995 under the name of The Planet Today Corporation. This Restated Certificate
of Incorporation restates and integrates and further amends the Certificate of
Incorporation in its entirety.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is Planet America, Inc.
SECOND: The address, including street, number, city, and
county, of the registered office of the corporation in the State of Delaware is
1013 Centre Road, Wilmington, Delaware 19805, County of New Castle; and the
name of the registered agent of the corporation in the State of Delaware is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is fifty million (50,000,000) shares.
The par value of each of such shares is $.001. All such shares are of one class
and are shares of Common Stock.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the By-Laws of the Corporation.
SEVENTH: Elections of directors need not be by written
ballot unless the By-Laws of the Corporation shall so provide.
EIGHTH: Meetings of stockholders may be held within or
without the State of Delaware, as the By-Laws may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside the State of
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Delaware at such place or places as may be designated from time to time by the
board of directors or in the By-Laws of the Corporation.
NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Restated Certificate of
Amendment, in the manner now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this reservation.
TENTH: A director of the Corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived any improper personal benefit.
ELEVENTH: The Corporation shall, to the fullest extent
permitted by the provisions of Section 145 of the General Corporation Law of
the State of Delaware, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said section
from and against any and all expenses, liabilities or other matters referred to
in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
IN WITNESS WHEREOF, the undersigned do execute, file and record this
Restated Certificate of Amendment, and do certify that the facts stated herein
are true.
Dated: , 1997.
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PLANET AMERICA, INC.
By: /s/ SINCLAIR M. STEVENS
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Sinclair M. Stevens, President
ATTEST:
By: /s/ BYRON STEVENS
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Byron Stevens, Secretary
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